Vic La Vic Group (Pty) Ltd and Another v Phele Mining Consulting and Projects (24445/2022) [2024] ZAGPPHC 155 (16 February 2024)

Vic La Vic Group (Pty) Ltd and Another v Phele Mining Consulting and Projects (24445/2022) [2024] ZAGPPHC 155 (16 February 2024)

The applicants failed to prove that Ms. Phejane had actual, implied, or ostensible authority to bind the respondent to the loan agreements. At the relevant time, the respondent had no directors, and only directors can grant such authority under the Companies Act. The relationship between Ms. Phejane and the respondent was one of negotiorum gestio, entitling her to reimbursement only for unjustified enrichment, not on the basis of a loan agreement with the applicants. The applicants did not rely on enrichment but on an oral loan agreement, which cannot be sustained. The respondent's dispute of the debt is bona fide and based on reasonable grounds. The application for winding-up is an abuse...

Citation
[2024] ZAGPPHC 155
Parties
Applicant: Vic La Vic Group (Pty) Ltd; Applicant: Mmadikgosi Mary-Ann Matshego; Respondent: Phele Mining Consulting and Projects
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
16 February 2024
Case Number
24445/2022
Procedural Posture
Winding Up Application / Application for Provisional Winding Up Order
Outcome
Application dismissed with costs on an attorney and client scale, jointly and severally.
Judges
A Vorster
Legal Topics
Agency, Authority of Directors, Winding Up Proceedings, Abuse of Process, Negotiorum Gestio
Commercial and Corporate Civil Procedure Agency Authority of Directors Winding Up Proceedings Abuse of Process Negotiorum Gestio

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Parties

Vic La Vic Group (Pty) Ltd

Applicant

Mmadikgosi Mary-Ann Matshego

Applicant

Phele Mining Consulting and Projects

Respondent

Procedural Posture

Winding Up Application / Application for Provisional Winding Up Order

Legal Issues

  1. 1 Whether Ms. Phejane had authority to bind the respondent to the loan agreements.
  2. 2 Whether the applicants established a valid claim against the respondent for the alleged debt.
  3. 3 Whether the application for winding-up constitutes an abuse of process.

Ratio Decidendi

The applicants failed to prove that Ms. Phejane had actual, implied, or ostensible authority to bind the respondent to the loan agreements. At the relevant time, the respondent had no directors, and only directors can grant such authority under the Companies Act. The relationship between Ms. Phejane and the respondent was one of negotiorum gestio, entitling her to reimbursement only for unjustified enrichment, not on the basis of a loan agreement with the applicants. The applicants did not rely on enrichment but on an oral loan agreement, which cannot be sustained. The respondent's dispute of the debt is bona fide and based on reasonable grounds. The application for winding-up is an abuse...

Court Disposition

Application dismissed with costs on an attorney and client scale, jointly and severally.

Orders

  • The application is dismissed.
  • The applicants are ordered to pay the costs on the scale as between attorney and client, jointly and severally, the one paying, the other to be absolved.